Mistras Agrees to $20.35-a-Share Take-Private

The Tip Desk · November 10, 2026 · 3 min read

Third-quarter revenue was $204.6 million, up 4.6%, as International sales rose 12.6% and HSR waiting ended Oct. 22.

Mistras Group, Inc. (MG), a technology-enabled industrial asset integrity solutions provider, agreed on September 17, 2026 to be acquired by funds affiliated with H.I.G. Capital for $20.35 a share in cash.

The deal, structured as a merger in which Athena Merger Sub, Inc. will merge with and into Mistras, is expected to close in late 2026 or early 2027, subject to stockholder approval, Hart-Scott-Rodino clearance and other customary conditions. On October 22, 2026, the Federal Trade Commission granted early termination of the HSR waiting period. If the merger closes, Mistras common stock will be delisted from the New York Stock Exchange and deregistered under the Exchange Act.

The company said it began excluding transaction-related expense from income from operations before special items in the three months ended September 30, 2026, in connection with the merger agreement.

Revenue was $204.6 million for the three months ended September 30, 2026, up 4.6% from $195.5 million a year earlier. The company said the increase was due predominantly to a low-single-digit organic rise driven by aerospace and defense, power generation and transmission, industrials, process industries and infrastructure, research and engineering end markets.

North America revenue was $166.4 million. The company attributed that increase predominantly to aerospace and defense, industrials, power generation and transmission, process industries and infrastructure, research and engineering end markets. International revenue was $40.0 million, up 12.6%, which the company said was driven predominately by oil and gas, aerospace and defense, industrials, infrastructure, research and engineering and petrochemical end markets. Products and Systems revenue was $4.3 million.

Oil and gas customers comprised approximately 49% of total revenue, down from 54% a year earlier. Aerospace and defense customers comprised approximately 14%. The top ten customers accounted for approximately 31% of revenue, with no customer at 10% or more.

Integrated Field Solutions revenue was $177.2 million, up $10.6 million from a year earlier. The company said the increase was primarily due to higher sales volume in power generation and transmission, industrials and infrastructure, research and engineering end markets, partially offset by lower oil and gas sales volume in North America. In-Laboratory Services revenue was $27.4 million, down $1.6 million, which the company attributed to decreased sales volumes in North America.

Gross profit was $62.0 million, or 30.3% of revenue, versus 29.8% a year earlier. The company said the increase was primarily due to an improved and diversified business mix and operating efficiencies.

Income from operations was $15.0 million, or 7.4% of revenue, versus $20.4 million, or 10.4%, a year earlier. Net income attributable to Mistras Group was $6.9 million, or 3.4% of revenue, versus $13.1 million, or 6.7%, a year earlier.

Cash and cash equivalents were approximately $19.0 million as of September 30, 2026, with available borrowing capacity of up to $101.7 million under the revolving credit facility. On August 5, 2026, the company amended its credit agreement to extend the maturity of a $190.0 million revolving facility and an approximately $87.3 million term loan from July 30, 2027 to July 28, 2028, incurring an extension fee of 0.15% of the aggregate committed amount. Interest-rate provisions and financial covenants remained substantially unchanged.

The company said tariffs and trade barriers have not had a material effect on its business or results of operations during 2026 to date. It also said it has not experienced material impacts from Middle East geopolitical tensions to date and continues to monitor developments.